Common use of Leasehold Mortgage Provisions Clause in Contracts

Leasehold Mortgage Provisions. (i) The Mortgagor covenants and agrees as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; (b) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien of any mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform on behalf of the Mortgagor the covenants and agreements contained in this section, and any advances made by the Mortgagee in connection with such performance or observance shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Default. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.

Leasehold Mortgage Provisions. (i) The Mortgagor covenants and agrees as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; (b) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien of any mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained hereinin this Lease, this Mortgage Tenant shall not constitute an have the absolute right (without Landlord’s consent), at any time and from time to time, to mortgage the leasehold interest herein demised (or portions thereof) on such terms, conditions and maturity as Tenant shall determine, and to enter into any and all extensions, modifications, amendments, replacements, and refinancings of any such leasehold mortgage or mortgages as Tenant may desire. If Tenant or Tenant’s successors or assigns shall mortgage said leasehold interest (or portions thereof) or grant a security interest or collateral assignment of this Lease (or portions thereof), then as long as any such leasehold mortgage or mortgages or security interest or collateral assignment shall remain unsatisfied of record, the Lease within following provisions shall apply, notwithstanding anything to the meaning of contrary contained in this Lease, and any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance pertinent provisions of this Mortgage. The Mortgagee Lease shall be liable for deemed to be amended and modified to the obligations extent necessary so as to provide as follows: (a) Landlord’s rights to cancel, surrender, accept a surrender, or modify this Lease shall be subject to the rights of the tenant arising secured party under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest thereinthis Section 11.16. (vib) In Landlord, upon serving upon Tenant any notice of default pursuant to the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights provisions of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code")Section 10.2 hereof, or any other similar federal and/or state law now notice under the provisions of or hereafter with respect to this Lease, shall also serve a copy of such notice on such secured party (the holder of any lien or security interest in effect (collectively all or any portion of this Lease shall hereinafter referred to as the "Landlord's Bankruptcy"be called a “Holder”), at the Mortgagor shall not elect address furnished to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created Landlord by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord shall be applied Holder in the manner set forth in SECTION 3.2 Section 11.6, and no notice by Landlord to Tenant hereunder shall be deemed to have been duly given unless and until a copy thereof has been so furnished to the Holder; provided, however, that Landlord’s obligation to give or provide the Holder with any notice shall be contingent upon such holder providing written notice to Landlord of this Mortgageits existence and setting forth the address to which all such notices are to be delivered. (xc) IfUpon the occurrence of an Event of Default, pursuant Landlord shall not exercise its remedy to any applicable section terminate this Lease until the expiration of the Bankruptcy Codeforty-five (45) days after notice of an Event of Default is given to Holder in accordance with Section 11.6, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount and Landlord shall accept performance of any damages caused obligation of Tenant hereunder or a cure of an Event of Default by a Holder or any party acting on behalf or at the non-observance and/or non-performance instigation of a Holder as if the lessor under same had been performed by Tenant. The foregoing shall only extend the Leasetime period, the Mortgagor shalldescribed in Section 10.2, prior to such offsetfor a cure of an Event of Default by Holder, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed not by Tenant. No default by Tenant in performing work required to be offsetperformed, counterclaimedacts to be done, deductedor conditions to be remedied, and/or defended against shall be deemed to exist, if steps, in good faith, have been properly commenced by Holder or by any other party acting on behalf of Holder to rectify the same and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part prosecute a cure of such offset, counterclaim and/or deduction and, remedy to completion with reasonable diligence and continuity and within the time periods established in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection Section 10.2. (d) Any notice or other communication between which Landlord shall desire or is required to give to or serve upon a Holder shall be in writing and shall be served by one of the Mortgagee and methods specified in Section 11.6, addressed to such Holder at its address as set forth in such security instrument, or in the Mortgagor last assignment thereof delivered to Landlord, or at such other address as shall constitute an approval be designated by such Holder by notice in writing given to Landlord by one of any the methods specified in Section 11.6. Any notice or other communication which a Holder shall desire or is required to give to or serve upon Landlord shall be deemed to have been duly given or served if sent in duplicate by one of the methods specified in Section 11.6 addressed to Landlord at Landlord’s addresses as set forth in this Lease or at such offset, counterclaim, deduction and/or defense other addresses as shall be designated by Landlord by notice in writing given to such Holder by one of the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein describedmethods specified in Section 11.6. (xie) If any actionUpon the execution and delivery of evidence of a leasehold mortgage or other security interest in this Lease and upon receipt of written request from a Holder, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct Landlord and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees Tenant agree to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any Holder an estoppel certificate confirming such party’s rights under this Lease, and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation particularly, this Section 11.16, which estoppel certificate shall be secured by the lien of in a form reasonably acceptable to such party. (f) Landlord and Tenant shall not enter into any agreement modifying, canceling or surrendering this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgageeall Holders. (xiig) The Mortgagor hereby irrevocably appoints No Holder shall have the Mortgagee its agent rights or benefits mentioned in Section 11.16 hereof, nor shall the provisions of said Section be binding upon Landlord, unless and attorney-in-fact (which appointment is coupled with until an interest) to observe and perform on behalf executed counterpart of the Mortgagor the covenants and agreements contained in this sectionsuch security instrument, whether a leasehold mortgage or otherwise, and any advances made of each assignment thereof or a copy certified by the Mortgagee in connection with Holder of such performance security interest or observance shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereonrecording officer to be true, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure have been delivered to perform or observe from constituting an Event of DefaultLandlord. (xiiih) The Mortgagor In connection with any financing by Tenant, Tenant shall give have the Mortgagee notice right to assign to any Holder, without consent of Landlord, all or any portion of its intention to exercise each rights and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option interests under the terms of the Lease. If the Mortgagor intends to extend the term of the this Lease, it including the right to receive payments otherwise due and payable to Tenant from Landlord under this Lease; provided that any such Holder shall deliver have the right and authority to assign this Lease (in the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance context of an Event exercise of Defaultits remedies under any instrument to which a security interest is granted in this Lease (which includes a collateral assignment or leasehold mortgage) to any other third party which is not affiliated with or owned in any way by Tenant or any Affiliate of Tenant, provided that such third party expressly assumes the Mortgagor does not intend obligations of Tenant under this Lease in a written instrument satisfactory in form and substance to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaidLandlord.

Leasehold Mortgage Provisions. (i) The Mortgagor covenants provisions of this Article 7 ----------------------------- - shall apply in the event that, and agrees so long as, any portion of the Property consists of Mortgagor's interests as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; any lease or leases (b) to promptly and faithfully observecollectively, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Existing Ground Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise"Ground Leases"). If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the LeaseUnless otherwise expressly provided, the lien of this Mortgage shall automatically encumber all of Mortgagor's rights and interests under and in connection with all Ground Leases, including without the necessity limitation renewal and extension rights, options to expand, and purchase options (all of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread which rights shall be prior collectively referred to the lien of any mortgage or deed of trust placed on such acquired estate subsequent herein as a "Ground Leasehold"). Mortgagor hereby agrees, with respect to the date of this Mortgageeach Ground Lease, as follows: 7.1 Mortgagor shall timely perform its obligations in connection with each Ground Lease. Without limitation or derogation limiting the generality of the foregoing sentence the Section 6.3.4, ----- above, Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the specifically acknowledges Mortgagee's lien on right, while any default by Mortgagor under any Ground Lease remains uncured, to perform the acquired estatedefaulted obligations and take all other actions which Mortgagee deems necessary to protect its interests with respect thereto, title or interest. Furthermore, the and Mortgagor hereby irrevocably appoints the Mortgagee its true and lawful attorney-in-fact (which appointment is irrevocable and coupled with an interest) in its name or otherwise to execute all documents, and perform all other acts, which Mortgagee reasonably deems necessary to preserve its or Mortgagor's rights with respect to any Ground Lease. 7.2 Mortgagor shall not, without Mortgagee's prior written consent, modify, or cause or permit the termination of, any Ground Lease, or waive or in any way release the landlord under any Ground Lease of or from any obligation or condition. 7.3 Mortgagor shall notify Mortgagee promptly in writing of (i) the occurrence of any default by the landlord under any Ground Lease and (ii) the receipt by Mortgagor of any notice claiming the occurrence of any default by Mortgagor under any Ground Lease or the occurrence of any event which, with the passage of time or the giving of notice or both, would constitute a default by Mortgagor under any Ground Lease (and Mortgagor shall also promptly deliver a copy of any such notice to Mortgagee). 7.4 Unless Mortgagee otherwise consents in writing, so long as any Secured Obligation remains outstanding, neither the fee title to, nor any other estate or interest in, the real property subject to any Ground Lease shall merge with any Ground Leasehold, notwithstanding the union of such estates in the landlord or the tenant or in a third party. Any acquisition of the landlord's interest in any Ground Lease by Mortgagor or any affiliate of Mortgagor shall be accomplished in such a manner as to avoid a merger of the interests of landlord and tenant unless Mortgagee consents to such merger in writing. 7.5 If Mortgagor acquires fee title to any portion of the real property subject to any Ground Lease, this Mortgage shall automatically be a lien on such fee title. 7.6 Mortgagor shall not subordinate any Ground Lease or Ground Leasehold to any mortgage, deed of trust or other encumbrance of, or lien on, any interest in the real property subject to such Ground Leasehold without the prior written consent of Mortgagee. Any such subordination without such consent shall, at Mortgagee's option, be void. 7.7 All subleases entered into by Mortgagor with respect to all or any portion of the Property (and all existing subleases modified by Mortgagor) shall provide that such instruments subleases are subordinate to the lien of this Mortgage and any modifications of this Mortgage and the obligations secured hereby; provided, however, that (a) Mortgagee hereby agrees that if Mortgagee forecloses under this Mortgage or enters into a new lease with any landlord under any Ground Lease, the Operating Sublease shall not be cut-off, terminated or extinguished as a result of any such foreclosure or new lease and the Casino Operator shall attorn to Mortgagee or its assignee and the Operating Sublease shall remain in full force and effect in accordance with its terms notwithstanding the termination of the applicable Ground Lease; if Mortgagee forecloses under this Mortgage or enters into a new lease with any landlord under any Ground Lease pursuant to the provisions for a new lease, if any, contained in the applicable Ground Lease or in any other document or agreement, the subtenant shall attorn to Mortgagee or its assignee and the sublease shall remain in full force and effect in accordance with its terms notwithstanding the termination of the applicable Ground Lease. Mortgagee shall, if requested by Mortgagor, enter into a subordination, non-disturbance and attornment agreement with Casino Operator or any other sublessee under a sublease of a portion of the Property (so long as such sublease is approved by Mortgagee or otherwise permitted under this Mortgage). 7.8 Mortgagor shall exercise any option or right to renew or extend the term of any Ground Lease at least six months prior to the date of termination of any such option or right, shall give immediate written notice thereof to Mortgagee, and shall execute, deliver and record any documents requested by Mortgagee to evidence the lien of this Mortgage on such extended or renewed lease term. If Mortgagor fails to exercise any such option or right as required herein, Mortgagee may exercise the option or right as Mortgagor's agent and attorney-in-fact pursuant to this Mortgage, or in Mortgagee's own name or in the name of and on behalf of the Mortgagor. This powera nominee of Mortgagee, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaidMortgagee chooses in its absolute discretion. (iv) The 7.9 As security for the Secured Obligations, Mortgagor hereby assigns to Mortgagee a security interest in all prepaid rents and security deposits and all other security which the landlords under the Ground Leases hold for the performance of Mortgagor's obligations thereunder. 7.10 Promptly upon demand by Mortgagee, Mortgagor shall use its best reasonable efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under any Ground Lease and furnish to Mortgagee an estoppel certificate of such landlord stating the date through which rent has been paid, whether or not there are any defaults, and the specific nature of any claimed defaults. 7.11 Mortgagor shall notify Mortgagee promptly in writing of any request by either party to any Ground Lease setting forth (i) the name for arbitration, appraisal or other proceedings relating to any Ground Lease and of the tenant thereunderinstitution of any such proceeding, (ii) that and shall promptly deliver to Mortgagee a copy of all determinations in any such proceeding. Mortgagee shall have the Lease has not been modified orright, following written notice to Mortgagor, to participate in any such proceeding in association with Mortgagor or on its own behalf as an interested party. Mortgagor shall notify Mortgagee promptly in writing of the institution of any legal proceeding involving obligations under any Ground Lease, and Mortgagee may intervene in any such legal proceeding and be made a party. Mortgagor shall promptly provide Mortgagee with a copy of any decision rendered in connection with any such proceeding. 7.12 To the extent permitted by law, the price payable by Mortgagor or any other party in the exercise of the right of redemption, if it has been modifiedany, the date from any sale under, or decree of each modification (together with copies foreclosure of, this Mortgage shall include all rents and other amounts paid and other sums advanced by Mortgagee on behalf of each such modification certified Mortgagor as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Ground Leases. 7.13 In addition to all other Events of Default described in this Mortgage, the occurrence of any of the following shall be an Event of Default hereunder: (a) A breach or default by Mortgagor under any Ground Lease, and subject to any applicable cure period; or (vb) whether there are The occurrence of any alleged defaults of event or circumstance which gives the tenant landlord under the any Ground Lease and, if there are, setting forth the nature thereof in reasonable detaila right to terminate such Ground Lease. 7.14 As used in this Mortgage, the "Bankruptcy Code" shall mean 11 U.S.C. (vS)(S) 101 et seq., as modified and/or recodified from time to time. -- --- Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of herein with respect to any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein.Ground Lease: (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viiia) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(lSubsection 365(h) of the Bankruptcy Code. This assignment constitutes , including without limitation any and all elections to be made thereunder, any and all rights under any Ground Lease which Mortgagor is entitled to retain pursuant to 11 U.S.C. (S) 365(h)(1)(A)(ii) in the event of a present, absolute, irrevocable and unconditional assignment rejection under the Bankruptcy Code of such Ground Lease by the foregoing claims, elections, rights and remedieslandlord thereunder (or any trustee thereof), and shall continue any and all rights of offset under or as described in full force 11 U.S.C. (S) 365(h)(1)(B). (b) Mortgagor acknowledges and effect agrees that, as the Mortgagee under this Mortgage and by operation of 11 U.S.C. (S)365(h)(1)(D), Mortgagee has, and until the Indebtedness have been paid in full and this Mortgage has been satisfied fully released or reconveyed continuously shall have, whether before or after any default under any of the Secured Obligations or the taking of any action to enforce any of Mortgagee's rights and discharged. Any amounts received remedies under this Mortgage or any foreclosure sale hereunder, the complete, unfettered and exclusive right, in its sole and absolute discretion, to elect (the "365(h) Election") whether (i) any Ground Lease that has been rejected under the Bankruptcy Code by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord landlord thereunder (or any trustee therefor) shall be applied treated as terminated under 11 U.S.C. (S)365(h)(1)(A)(i), or (ii) the rights under such Ground Lease that are in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect appurtenant to the Mortgagor or the Real Propertyreal property, or any part thereof, as described in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform on behalf of the Mortgagor the covenants and agreements contained in this section, and any advances made by the Mortgagee in connection with such performance or observance shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Default. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.11 U.S.C.

Leasehold Mortgage Provisions. (ia) The Mortgagor covenants and agrees as followsspecifically with respect to any Lease described in Schedule "A" (if any) and the leasehold estate created thereunder that: the Mortgagor shall maintain the Lease in full force and effect and not take or allow to be taken any action that would terminate or cancel, or permit the termination or cancellation of, the Lease without the prior written consent of the Mortgagee, and that: (ab) to promptly The Mortgagor will pay on or before the due dates thereof all rent, additional rent rents and other sums amounts payable under the provisions of the Lease and will timely and fully observe and perform all of the terms, covenants, agreements and conditions of the Lease required therein to be observed and performed by the Mortgagor as lessee, and will upon written request furnish to the Mortgagee rental receipts from the lessor under the Lease and other satisfactory evidence of payment evidencing the timely payment of all rents due thereunder, which receipts shall be furnished to the Mortgagee in accordance with the applicable requirements of the Credit Agreement, the Note Agreement, the Guaranty and Security Agreement and the A-Advanced Guaranty (as applicable). Mortgagor covenants and agrees to deliver to the Mortgagee a copy of any notice of default under the Lease received by Mortgagor immediately after such receipt (c) At Mortgagee's election, Mortgagee may make any payments or charges do any act or thing required to be paid or done by the tenant Mortgagor as lessee under the Leases; Lease. Thereupon, Mortgagee shall in addition to all other remedies of Mortgagee available herein, be fully subrogated to any and all rights of lessor, under the terms and provisions of the Lease arising from or relating to such payment or performance. (bd) Mortgagor will not surrender the easements or leasehold estate created by the Lease, nor voluntarily terminate or cancel the easements or Lease, and Mortgagor will not without the express written consent of the Mortgagee modify, change, supplement, alter, or amend the Lease either orally or in writing, and as further security for the repayment of the Secured Indebtedness, the Mortgagor hereby assigns to promptly the Mortgagee for the ratable benefit of the Mortgagee all of its rights, privileges and faithfully observeprerogatives as lessee under the Lease to terminate, perform cancel, modify, change, supplement, alter or amend the Lease (which rights, privileges and comply prerogatives will not be unilaterally exercised by Mortgagee until the occurrence of an Event of Default, and any such termination, cancellation, modification, change, supplement, alteration or amendment of the Lease without the prior written consent thereto by the Mortgagee shall be void and of no force and effect. Notwithstanding the foregoing, and provided Mortgagor shall have provided prior notice thereof to Mortgagee, Mortgagor may make nonmaterial modifications of the Lease with the consent of Mortgagee (which consent shall not be unreasonably withheld or delayed). (e) No release or forbearance of any obligations under the Lease, pursuant to the Lease or otherwise, shall release Mortgagor from any of its obligations under this Mortgage, including Mortgagor's obligations with respect to payment of rents as provided for in the Lease and the performance of all of the terms, covenants provisions, covenants, conditions, and provisions thereof on its part agreements contained in the Lease, to be observedkept, performed and complied withwith by the lessee therein (except for those terms, at provisions, covenants, conditions, and agreements which are specifically waived or released by the times set forth therein; lessor under the Lease in writing and approved by the Mortgagee). (cf) not to do, permit, suffer Mortgagor will promptly notify the Mortgagee in writing of the commencement of a proceeding under the federal bankruptcy laws by or refrain from doing anything as a result of which, there could be a default against Mortgagor or the lessor under or breach of the Lease. (g) If any of the terms thereof; (d) not Secured Indebtedness secured hereby remains unpaid or unperformed at the time when notice may be given by the lessee under the Lease of the exercise of any right to cancel, renew or terminate extend the term of the Lease; nor , Mortgagor will properly and timely exercise such right of extension or renewal and promptly give notice to suffer the lessor of the exercise of such right of extension or permit renewal. (h) In case any proceeds of insurance upon the Land, the Mortgaged Property or any part thereof are deposited with any person other than the Mortgagee pursuant to the requirements of the Lease, Mortgagor will promptly notify the Mortgagee in writing of the name and address of the person with whom such cancellation or termination, not to modify, amend or proceeds have been deposited and the amount so deposited. (i) Mortgagor will promptly notify the Mortgagee in any way alter or permit the alteration writing of any request made by either party to the Lease to the other party thereto for arbitration or appraisal proceedings pursuant to the Lease, and of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice institution of any default by anyone thereunder arbitration or appraisal proceedings and to promptly deliver to the Mortgagee copies a copy of the determination of the arbitrators or appraisers in each notice such proceeding. (j) Mortgagor will not reject the Lease pursuant to 11 U.S.C. Section 365(a) or any successor law, or allow the Lease to be deemed rejected by inaction and lapse of default time, and all other notices, communications, plans, specifications and other similar instruments received or delivered will not elect to treat the Lease as terminated by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any lessor's rejection of the Lease pursuant to 11 U.S.C. Section 365(h)(1) or any successor law. As further security for the repayment of the Secured Indebtedness secured hereby and for the performance of the covenants, agreements, obligations and agreements of conditions herein and in the landlord thereunderLease contained, (g) to furnish Mortgagor hereby assigns to the Mortgagee such information and evidence as for the ratable benefit of the Mortgagee may reasonably request concerning all of the rights, privileges and prerogatives of Mortgagor and the Mortgagor's due observance, performance and compliance bankruptcy trustee to deal with the termsLease, covenants and provisions thereof; and (h) that any material default which right may arise as a result of the tenant thereunder shall constitute commencement of a default proceeding under this Mortgage. (ii) In the event of any material default federal bankruptcy laws by or against Mortgagor or the Mortgagor in the performance of any of its obligations lessor under the Lease, including, without limitation, the right to assume or reject or to compel the assumption or rejection of the Lease pursuant to 11 U.S.C. Section 365(1) or any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every casesuccessor law, the Mortgagee may, at its option and without notice, cause the default or defaults right to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under reject the Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, right to elect whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien of any mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of terminated by the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgageelessor's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability rejection of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises premises demised under the Lease and offset damages pursuant to 11 U.S.C. Section 365(h)(1) and the leasehold estate created by rights of Mortgagor to designate the Lease in the event assignees of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and voidLease. (ixk) The As further security for the Secured Indebtedness, Mortgagor hereby unconditionally assigns, transfers, and sets over agrees to deposit with the Mortgagee a fully executed counterpart of the Lease and all supplements thereto and amendments thereof, to be retained by the Mortgagee until the Secured Indebtedness is fully paid and performed. (l) Mortgagor hereby represents and warrants that except as specifically disclosed in a letter from Mortgagor to Mortgagee dated of even date herewith (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue is currently in full force and effect until and unmodified, (b) Mortgagor has a valid and subsisting leasehold estate in and the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received right to quiet enjoyment to the Real Property demised by the Mortgagee as damages arising out of Lease for the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform on behalf of the Mortgagor the covenants and agreements contained in this section, and any advances made by the Mortgagee in connection with such performance or observance shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Default. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the full term of the Lease, it shall deliver (c) there is no existing default under the Lease by reason of an act or omission of the lessor or Mortgagor and to the Mortgageebest of Mortgagor's knowledge, together no event has occurred which with the notice lapse of such decision, a copy of time will authorize the notice of extension delivered lessor or Mortgagor to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of terminate the Lease, (d) Mortgagor has not assigned, pledged, mortgaged, hypothecated or otherwise transferred the Mortgagee mayLease, at its option, in connection with a foreclosure (e) Neither lessor or other enforcement of this Mortgage, exercise the Mortgagor has exercised any option or right to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under (1) cancel or terminate the Lease or otherwise to cause any extension of shorten the term of thereof, (2) lease additional premises, (3) reduce or relocate the Lease. This powerpremises demised by the Lease or (4) purchase any property, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.and

Leasehold Mortgage Provisions. (i) The Mortgagor covenants provisions of this Article 7 shall apply in the event that, and agrees so long as, any portion of the Property consists of Mortgagor’s interests as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; any lease or leases encumbered by this Mortgage (b) to promptly and faithfully observecollectively, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Existing Ground Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise“Ground Leases”). If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the LeaseUnless otherwise expressly provided, the lien of this Mortgage shall automatically encumber all of Trustor’s rights and interests under and in connection with any Ground Lease, including without the necessity limitation, renewal and extension rights, options to expand, and purchase options (all of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread which rights shall be prior collectively referred to the lien of any mortgage or deed of trust placed on such acquired estate subsequent herein as a “Ground Leasehold”). Trustor hereby agrees, with respect to the date of this Mortgageeach Ground Lease, as follows: 7.1 Trustor shall timely perform its obligations in connection with each Ground Lease. Without limitation or derogation limiting the generality of Section 6.2.4 above, Trustor specifically acknowledges Beneficiary’s right, while any default by Trustor under any Ground Lease remains uncured, to perform the foregoing sentence the Mortgagor nevertheless agrees defaulted obligations and take all other actions which Beneficiary deems necessary to execute all instruments protect its interests with respect thereto, and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor Trustor hereby irrevocably appoints the Mortgagee Beneficiary its true and lawful attorney-in-fact to execute (which appointment is irrevocable and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest) in its name or otherwise to execute all documents, and perform all other acts, which Beneficiary reasonably deems necessary to preserve its or Trustor’s rights with respect to any Ground Lease. Any amounts advanced by Beneficiary pursuant to this Section shall be irrevocable as long as included in the indebtedness remains unpaidSecured Obligations. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand 7.2 Except as not prohibited by the MortgageeCredit Agreement, an estoppel certificate from Trustor shall not, without Beneficiary’s prior written consent, modify, or cause or permit the termination of, any Ground Lease, or waive or in any way release the landlord under the any Ground Lease setting forth of or from any obligation or condition. 7.3 Trustor shall notify Beneficiary promptly in writing of (i) the name occurrence of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct any material default by the landlord), (iii) the basic rent payable landlord under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the any Ground Lease, and (vii) whether there are the receipt by Trustor of any alleged defaults notice claiming the occurrence of any default by Trustor under any Ground Lease or the occurrence of any event which, with the passage of time or the giving of notice or both, would constitute a material default by Trustor under any Ground Lease (and Trustor shall also promptly deliver a copy of any such notice to Beneficiary) or would otherwise permit the landlord under such Ground Lease to terminate the Ground Lease. 7.4 Unless Beneficiary otherwise consents in writing, so long as any Secured Obligation remains outstanding, neither the fee title to, nor any other estate or interest in, the real property subject to any Ground Lease shall merge with any Ground Leasehold, notwithstanding the union of such estates in the landlord or the tenant or in a third party. Any acquisition of the landlord’s interest in any Ground Lease by Trustor or any affiliate of Trustor shall be accomplished in such a manner as to avoid a merger of the interests of Landlord and tenant under the Lease and, if there are, setting forth the nature thereof unless Beneficiary consents to such merger in reasonable detailwriting. (v) Notwithstanding anything 7.5 If Trustor acquires fee title to any portion of the contrary contained hereinreal property subject to any Ground Lease, this Mortgage shall automatically be a lien on such fee title. 7.6 Unless otherwise expressly obligated to do so by the terms and provisions of any Lease (and then only to the extent of any such obligation), Trustor shall not constitute an assignment subordinate any Ground Lease or Ground Leasehold to any mortgage or other encumbrance of, or lien on, any interest in the real property subject to such Ground Leasehold without the prior written consent of Beneficiary. Any such prohibited subordination without such consent shall, at Beneficiary’s option, be void. 7.7 All material subleases entered into by Trustor with respect to all or any portion of the Lease within Property (and all existing subleases modified by Trustor) shall provide that such subleases are subordinate to the meaning lien of this Mortgage and any provision thereof prohibiting its assignment modifications of this Mortgage and the Mortgagee shall have no liability obligations secured hereby and that, if Beneficiary forecloses under this Mortgage or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable enters into a new lease with any landlord under any Ground Lease pursuant to the provisions for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, if any, contained in the Mortgagor hereby waives any right, title applicable Ground Lease or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now document or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy")agreement, the Mortgagor subtenant shall not elect attorn to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee Beneficiary or its assignee and the Mortgagor also covenants and agrees that it sublease shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until in accordance with its terms notwithstanding the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out termination of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgageapplicable Ground Lease. (x) If, pursuant 7.8 Trustor shall exercise any option or right to any applicable section of renew or extend the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount term of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, Ground Lease prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee date of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval termination of any such offsetoption or right, counterclaimshall give immediate written notice thereof to Beneficiary, deduction and/or defense and shall execute, deliver and record any documents requested by Beneficiary to evidence the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses lien of every kind and nature (including reasonable attorneys' fees) arising from this Mortgage on such extended or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor renewed lease term unless such Ground Lease is not renewed or extended as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect permitted pursuant to the Mortgagor Credit Agreement. If Trustor fails to exercise any such option or right as required herein, Beneficiary may exercise the Real Propertyoption or right as Trustor’s agent and attorney-in-fact pursuant to this Mortgage, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its Beneficiary’s own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform on behalf of the Mortgagor the covenants and agreements contained a nominee of Beneficiary, as Beneficiary chooses in this sectionits absolute discretion; provided, and any advances made by the Mortgagee in connection with such performance or observance if Trustor shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Default. (xiii) The Mortgagor shall give the Mortgagee notice of its intention fail to exercise each and every any option or right to renew or extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the any Ground Lease, it Trustor shall deliver to the Mortgagee, together with the give Beneficiary reasonable prior notice. Beneficiary shall thereafter provide Trustor prior written notice of such decisionaction(s), a copy of the or if Beneficiary reasonably determines that providing such prior written notice is not feasible, then substantially concurrent written notice of extension delivered such action(s). 7.9 As security for the Secured Obligations, Trustor hereby assigns to Beneficiary a security interest in all prepaid rents and security deposits and all other security which the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary landlords under the Ground Leases hold for the performance of Trustor’s obligations thereunder. 7.10 Promptly upon demand by Beneficiary, Trustor shall use reasonable efforts to obtain from the landlord under any Ground Lease and furnish to Beneficiary an estoppel certificate of such landlord stating the date through which rent has been paid, whether or otherwise to cause not there are any extension defaults, and the specific nature of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaidany claimed defaults.

Leasehold Mortgage Provisions. (i) The Mortgagor covenants provisions of this Section 7 shall ----------------------------- - apply in the event that, and agrees so long as, any portion of the Property consists of Trustor's interests as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; any lease or leases (b) to promptly and faithfully observecollectively, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Existing Ground Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise"Ground Leases"). If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the LeaseUnless otherwise expressly provided, the lien of this Mortgage Deed of Trust shall automatically encumber all of Trustor's rights and interests under and in connection with any Ground Lease, including without the necessity limitation renewal and extension rights, options to expand, and purchase options (all of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread which rights shall be prior collectively referred to the lien of any mortgage or deed of trust placed on such acquired estate subsequent herein as a "Ground Leasehold"). Trustor xxxxxx agrees, with respect to the date of this Mortgageeach Ground Lease, as follows: 7.1 Trustor shall timely perform its obligations in connection with each Ground Lease. Without limitation or derogation limiting the generality of Section 6.3(d), above, ------ Trustor specifically acknowledges Beneficiary's right, while any default by Trustor under any Ground Lease remains uncured, to perform the foregoing sentence the Mortgagor nevertheless agrees defaulted obligations and take all other actions which Beneficiary deems necessary to execute all instruments protect its interests with respect thereto, and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor Trustor hereby irrevocably appoints the Mortgagee Beneficiary its true and lawful attorney-in-fact to execute (which appointment is irrevocable and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest) in its name or otherwise to execute all documents, shall be irrevocable as long as the indebtedness remains unpaidand perform all other acts, which Beneficiary reasonably deems necessary to preserve its or Trustor's rights with respect to any Ground Lease. (iv) The Mortgagor 7.2 Trustor shall use its best efforts to obtain and deliver to not, without Beneficiary's prior written consent, modify, or cause or permit the Mortgagee within twenty (20) days after receipt of written demand by the Mortgageetermination of, an estoppel certificate from any Ground Lease, or waive or in any way release the landlord under the any Ground Lease setting forth of or from any obligation or condition. 7.3 Trustor shall notify Beneficiary promptly in writing of (i) the name occurrence of any default by the tenant thereunder, landlord under any Ground Lease and (ii) the receipt by Trustor of any notice claiming the occurrence of any default by Trustor under any Ground Lease or the occurrence of any event which, with the passage of time or the giving of notice or both, would constitute a default by Trustor under any Ground Lease (and Trustor shall also promptly deliver a copy of any such notice to Beneficiary). 7.4 Unless Beneficiary otherwise consents in writing, so long as any Secured Obligation remains outstanding, neither the fee title to, nor any other estate or interest in, the real property subject to any Ground Lease shall merge with any Ground Leasehold, notwithstanding the union of such estates in the landlord or the tenant or in a third party. Any acquisition of the landlord's interest in any Ground Lease by Trustor or any affiliate of Trustor shall be accomplished in such a manner as to avoid a merger of the interests of landlord and tenant unless Beneficiary consents to such merger in writing. 7.5 If Trustor acquires fee title to any portion of the real property subject to any Ground Lease, this Deed of Trust shall automatically be a lien on such fee title. 7.6 Trustor shall not subordinate any Ground Lease or Ground Leasehold to any deed of trust or other encumbrance of, or lien on, any interest in the real property subject to such Ground Leasehold without the prior written consent of Beneficiary. Any such subordination without such consent shall, at Beneficiary's option, be void. 7.7 All subleases entered into by Trustor with respect to all or any portion of the Property (and all existing subleases modified by Trustor) shall provide that such subleases are subordinate to the Lease has not been modified orlien of this Deed of Trust and any modifications of this Deed of Trust and the obligations secured hereby and that, if it has been modified, the date Beneficiary forecloses under this Deed of each modification (together Trust or enters into a new lease with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable any landlord under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Ground Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything pursuant to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable provisions for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, if any, contained in the Mortgagor hereby waives any right, title applicable Ground Lease or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now document or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy")agreement, the Mortgagor subtenant shall not elect attorn to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee Beneficiary or its assignee and the Mortgagor also covenants and agrees that it sublease shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until in accordance with its terms notwithstanding the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out termination of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgageapplicable Ground Lease. (x) If, pursuant 7.8 Trustor shall exercise any option or right to any applicable section of renew or extend the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount term of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, Ground Lease at least six months prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee date of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval termination of any such offsetoption or right, counterclaimshall give immediate written notice thereof to Beneficiary, deduction and/or defense and shall execute, deliver and record any documents requested by Beneficiary to evidence the Mortgageelien of this Deed of Trust on such extended or renewed lease term. The Mortgagor expressly agrees If Trustor fails to payexercise any such option or right as required herein, protect, indemnify Beneficiary may exercise the option or right as Trustor's agent and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses attorney-in-fact pursuant to this Deed of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real PropertyTrust, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the MortgageeBeneficiary's choice. The Mortgagee may proceed in its own name or in the name of and on behalf of a nominee of Beneficiary, as Beneficiary chooses in its absolute discretion. 7.9 As security for the Mortgagor Secured Obligations, Trustor hereby assigns to Beneficiary a security interest in all prepaid rents and security deposits and all other security which the landlords under the Ground Leases hold for the performance of Trustor's obligations thereunder. 7.10 Promptly upon demand by Beneficiary, Trustor shall use reasonable efforts to obtain from the landlord under any Ground Lease and furnish to Beneficiary an estoppel certificate of such landlord stating the date through which rent has been paid, whether or not there are any defaults, and the specific nature of any claimed defaults. 7.11 Trustor shall notify Beneficiary promptly in writing of any request by either party to any Ground Lease for arbitration, appraisal or other proceedings relating to any Ground Lease and of the institution of any such proceeding, and shall promptly deliver to Beneficiary a copy of all determinations in any such proceeding. Beneficiary shall have the right, following written notice to Trustor, to participate in any such proceeding in association with Trustor or on its own behalf as an interested party. Trustor shall notify Beneficiary promptly in writing of the institution of any legal proceeding involving obligations under any Ground Lease, and Beneficiary may intervene in any such legal proceeding and be made a party. Trustor shall promptly provide Beneficiary with a copy of any decision rendered in connection with any such litigationproceeding. 7.12 To the extent permitted by law, and the Mortgagor expressly agrees to execute and deliver price payable by Trustor or any other party in the exercise of the right of redemption, if any, from any sale under, or decree of foreclosure of, this Deed of Trust shall include all and every power, consent, authorization rents and other documents required amounts paid and other sums advanced by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform Beneficiary on behalf of Trustor as the Mortgagor tenant under the covenants and agreements contained Ground Leases. 7.13 In addition to all other Events of Default described in this sectionDeed of Trust, and the occurrence of any advances made by of the Mortgagee in connection with such performance or observance following shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of DefaultDefault hereunder: (a) A breach or default by Trustor under any Ground Lease, subject to any applicable cure period; or (b) The occurrence of any event or circumstance which gives the landlord under any Ground Lease a right to terminate such Ground Lease. 7.14 As used in this Deed of Trust, the "Bankruptcy Code" shall mean 11 U.S.C. (xiiiS)(S) The Mortgagor shall give the Mortgagee notice of its intention 101 et seq., as modified and/or recodified from time to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior time. -- --- Notwithstanding anything to the expiration of the time contrary contained herein with respect to exercise such option under the terms of the any Ground Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.:

Leasehold Mortgage Provisions. (i) The Mortgagor covenants provisions of this Article 7 shall apply in the event that, and agrees so long as, any portion of the Property consists of Mortgagor’s interests as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; any lease or leases encumbered by this Mortgage (b) to promptly and faithfully observecollectively, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Existing Ground Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise“Ground Leases”). If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the LeaseUnless otherwise expressly provided, the lien of this Mortgage shall automatically encumber all of Trustor’s rights and interests under and in connection with any Ground Lease, including without the necessity limitation, renewal and extension rights, options to expand, and purchase options (all of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread which rights shall be prior collectively referred to the lien of any mortgage or deed of trust placed on such acquired estate subsequent herein as a “Ground Leasehold”). Trustor hereby agrees, with respect to the date of this Mortgageeach Ground Lease, as follows: 7.1 Trustor shall timely perform its obligations in connection with each Ground Lease. Without limitation or derogation limiting the generality of Section 6.2.4 above, Trustor specifically acknowledges Beneficiary’s right, while any default by Trustor under any Ground Lease remains uncured, to perform the foregoing sentence the Mortgagor nevertheless agrees defaulted obligations and take all other actions which Beneficiary deems necessary to execute all instruments protect its interests with respect thereto, and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor Trustor hereby irrevocably appoints the Mortgagee Beneficiary its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is irrevocable and coupled with an interest) in its name or otherwise to observe execute all documents, and perform on behalf all other acts, which Beneficiary reasonably deems necessary to preserve its or Trustor’s rights with respect to any Ground Lease. Any amounts advanced by Beneficiary pursuant to this Section shall be included in the Secured Obligations. 7.2 Except as not prohibited by the Credit Agreement, Trustor shall not, without Beneficiary’s prior written consent, modify, or cause or permit the termination of, any Ground Lease, or waive or in any way release the landlord under any Ground Lease of or from any obligation or condition. 7.3 Trustor shall notify Beneficiary promptly in writing of (i) the occurrence of any material default by the landlord under any Ground Lease, and (ii) the receipt by Trustor of any notice claiming the occurrence of any default by Trustor under any Ground Lease or the occurrence of any event which, with the passage of time or the giving of notice or both, would constitute a material default by Trustor under any Ground Lease (and Trustor shall also promptly deliver a copy of any such notice to Beneficiary) or would otherwise permit the landlord under such Ground Lease to terminate the Ground Lease. 7.4 Unless Beneficiary otherwise consents in writing, so long as any Secured Obligation remains outstanding, neither the fee title to, nor any other estate or interest in, the real property subject to any Ground Lease shall merge with any Ground Leasehold, notwithstanding the union of such estates in the landlord or the tenant or in a third party. Any acquisition of the Mortgagor the covenants and agreements contained landlord’s interest in this section, and any advances made Ground Lease by the Mortgagee in connection with such performance Trustor or observance any affiliate of Trustor shall be repaid by accomplished in such a manner as to avoid a merger of the Mortgagor within ten (10) days interests of demand with interest at Landlord and tenant unless Beneficiary consents to such merger in writing. 7.5 If Trustor acquires fee title to any portion of the Post-Default Rate and the amount so advancedreal property subject to any Ground Lease, and interest thereon, this Mortgage shall automatically be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Defaulton such fee title. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.

Leasehold Mortgage Provisions. (i) The Mortgagor covenants provisions of this Section 23 shall supersede any contrary or inconsistent provisions in this Ground Lease and agrees as follows: (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; (b) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by inconsistency or conflict between the Mortgagor provisions of this Section 23 and any other provision of this Ground Lease, the provisions of this Section shall govern and control. 23.1 Tenant’s Right to Mortgage Leasehold Interest; Recognition of Leasehold Lender as Leasehold Mortgagee. The Tenant shall have the absolute right (but not the obligation), without seeking the consent or approval of the Landlord, to grant one or more leasehold mortgages encumbering the Tenant’s interest in the performance of Site and in this Ground Lease. The term “Leasehold Lender” shall mean, at any of its obligations under the Lease, including, without limitation, any default point in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every casetime, the Mortgagee mayholder of a Leasehold Mortgage, at its option and without noticeor any agent or trustee therefor, cause the default or defaults that provides written notice to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of its status as such, which notice is confirmed in writing by the Tenant. The term “Leasehold Mortgage” shall mean, at any written notice point in time, a leasehold mortgage to secure debt or other equivalent instruments (“Leasehold Loan”) as the case may be (as the same may be amended from time to time), encumbering the Tenant’s interest in the Site and this Ground Lease. It is acknowledged and agreed that, during the term of default on the part of the Mortgagor under the this Ground Lease, the Mortgagee there may rely thereon be multiple Leasehold Mortgages and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title multiple Leasehold Lenders and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinctthat each Leasehold Lender may, notwithstanding the union of said estates in either the landlord thereunderfrom time to time, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien of any mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee assign its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created therebyLeasehold Loan, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against Leasehold Mortgage and this Ground Lease. During the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien term of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Ground Lease, the amount of any damages caused by Tenant shall provide the non-observance and/or non-performance Landlord with written notice of the lessor under the Leaseidentity, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against contact information and address for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature each Leasehold Lender (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, agent authorized to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform act on behalf of the Mortgagor Leasehold Lender), such notice to be provided to the covenants and agreements contained in this section, and any advances made Landlord by the Mortgagee in connection with Tenant within no less than a calendar year within which the Tenant becomes aware of any such performance or observance shall be repaid Leasehold Lender, whether by the Mortgagor within ten (10) days issuance of demand with interest at the Post-Default Rate and the amount so advanceda Leasehold Mortgage to such Leasehold Lender or name change, and interest thereonassignment, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance merger or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Defaultotherwise. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.

Leasehold Mortgage Provisions. (ia) The Mortgagor covenants and agrees as follows: specifically with respect to any Lease described in Schedule "A" (a) to promptly pay all rent, additional rent and other sums or charges required to be paid by the tenant under the Leases; (b) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or in any way alter or permit the alteration of any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of any material default by the Mortgagor in the performance of any of its obligations under the Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien of any mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by thereunder that: the Lease, notwithstanding any rejection thereof by the lessor under Mortgagor shall maintain the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until and not take or allow to be taken any action that would terminate or cancel, or permit the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of termination or cancellation of, the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgagee, and that: (b) The Mortgagor will pay on or before the due dates thereof all rents and other amounts payable under the provisions of the Lease and will timely and fully observe and perform all of the terms, covenants, agreements and conditions of the Lease required therein to be observed and performed by the Mortgagor as lessee, and will upon written request furnish to the Mortgagee rental receipts from the lessor under the Lease and other satisfactory evidence of payment evidencing the timely payment of all rents due thereunder, which receipts shall be furnished to the Mortgagee in accordance with the applicable requirements of the Credit Agreement, the Note Agreement, the Guaranty and Security Agreement and the A-Advanced Guaranty (as applicable). Mortgagor covenants and agrees to deliver to the Mortgagee a copy of any notice of default under the Lease received by Mortgagor immediately after such receipt (c) At Mortgaxxx'x xxxction, Mortgagee may make any payments or do any act or thing required to be paid or done by the Mortgagor as lessee under the Lease. Thereupon, Mortgagee shall in addition to all other remedies of Mortgagee available herein, be fully subrogated to any and all rights of lessor, under the terms and provisions of the Lease arising from or relating to such payment or performance. (xiid) The Mortgagor hereby irrevocably appoints will not surrender the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform on behalf of the Mortgagor the covenants and agreements contained in this section, and any advances made easements or leasehold estate created by the Mortgagee in connection with such performance or observance shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Default. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver nor voluntarily terminate or cancel the easements or Lease, and Mortgagor will not without the express written consent of the Mortgagee modify, change, supplement, alter, or amend the Lease either orally or in writing, and as further security for the repayment of the Secured Indebtedness, the Mortgagor hereby assigns to the Mortgagee, together with Mortgagee for the notice of such decision, a copy ratable benefit of the notice Mortgagee all of extension delivered its rights, privileges and prerogatives as lessee under the Lease to terminate, cancel, modify, change, supplement, alter or amend the Landlord. IfLease (which rights, following privileges and prerogatives will not be unilaterally exercised by Mortgagee until the occurrence and during the continuance of an Event of Default, and any such termination, cancellation, modification, change, supplement, alteration or amendment of the Lease without the prior written consent thereto by the Mortgagee shall be void and of no force and effect. Notwithstanding the foregoing, and provided Mortgagor does shall have provided prior notice thereof to Mortgagee, Mortgagor may make nonmaterial modifications of the Lease with the consent of Mortgagee (which consent shall not intend to extend the term be unreasonably withheld or delayed). (e) No release or forbearance of any obligations under the Lease, pursuant to the Mortgagee mayLease or otherwise, at shall release Mortgagor from any of its option, in connection with a foreclosure or other enforcement of obligations under this Mortgage, exercise the option including Mortgagor's obligations with respect to extend payment of rents as provided for in the name Lease and on behalf the performance of all of the Mortgagor. In any eventterms, following the occurrence provisions, covenants, conditions, and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and agreements contained in the name of Lease, to be kept, performed and complied with by the Mortgagorlessee therein (except for those terms, all instruments provisions, covenants, conditions, and agreements necessary which are specifically waived or released by the lessor under the Lease or otherwise to cause any extension in writing and approved by the Mortgagee). (f) Mortgagor will promptly notify the Mortgagee in writing of the term commencement of a proceeding under the federal bankruptcy laws by or against Mortgagor or the lessor under the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.

Leasehold Mortgage Provisions. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the absolute right (i) The Mortgagor covenants without Landlord’s consent), at any time and agrees from time to time, to mortgage the leasehold interest herein demised on such terms, conditions and maturity as Tenant shall determine, and to enter into any and all extensions, modifications, amendments, replacements, and refinancings of any such leasehold mortgage or mortgages as Tenant may desire. If Tenant, or Tenant’s successors or assigns shall mortgage said leasehold interest, then as long as any such leasehold mortgage or mortgages shall remain unsatisfied of record, the following provisions shall apply, notwithstanding anything to the contrary contained in this Lease, and any pertinent provisions of this Lease shall be deemed to be amended and modified to the extent necessary so as to provide as follows: : (a) Landlord’s rights to promptly pay cancel, surrender, accept a surrender, or modify this Lease shall be subject to the rights of the leasehold mortgagee under this Section 11.17. (b) Landlord, upon serving upon Tenant any notice of default pursuant to the provisions of Section 11.17 hereof, or any other notice under the provisions of or with respect to this Lease, shall also serve a copy of such notice on the holder of such mortgage, at the address furnished to Landlord by such holder, and no notice by Landlord to Tenant hereunder shall be deemed to have been duly given unless and until a copy thereof has been so served; provided, however, that Landlord’s obligation to give or provide the holder of any such mortgage with any notice shall be contingent upon such holder providing written notice to Landlord of its existence and setting forth the address to which all rentsuch notices are to be delivered. To be effective, additional the notice by the holder to Landlord must cite this Lease by its full name and its Effective Date (shown on page 1) and must cite this Section 11.17. (c) Any holder of such mortgage, in case Tenant shall be in default hereunder, shall, within the period and otherwise as herein provided, have the right to remedy such default, or cause the same to be remedied, and Landlord shall accept such performance by or at the instance of such holder as if the same had been made by Tenant. (d) Such holder of a leasehold mortgage, in the event Tenant shall be in default hereunder, shall have the right, within the period and otherwise as herein provided, to remedy or cause to be remedied such default, and Landlord shall accept such performance by or at the instigation of such leasehold mortgage holder as if the same had been performed by Tenant. No default by Tenant in performing work required to be performed, acts to be done, or conditions to be remedied, shall be deemed to exist, if steps, in good faith, have been properly commenced by Tenant or by said leasehold mortgage holder, or by any other party, person, or entity to rectify the same and prosecuted to completion with reasonable diligence and continuity. (e) Anything herein contained to the contrary notwithstanding, during such time as the leasehold mortgage remains unsatisfied of record and unpaid, if an event or events shall occur which shall entitle Landlord to terminate this Lease, and if before the expiration of sixty (60) days after the date of service of notice of termination under this Lease, such holder of the leasehold mortgage shall have paid to Landlord all rent and other sums payments which are then in default, and shall have complied or charges required to shall be paid by engaged with good faith in the tenant under the Leases; (b) to promptly and faithfully observe, perform and comply work of complying with reasonable due diligence with all the termsother requirements of this Lease, covenants if any, then in default, and provisions thereof on its part shall continue to pay rent due hereunder, then Landlord shall not be observedentitled to terminate this Lease and any notice of termination theretofore given shall be void and of no effect, performed and complied withprovided, at the times set forth therein; (c) not to dohowever, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or termination, not to modify, amend or that nothing herein contained shall in any way alter affect, diminish, or permit impair Landlord’s right to terminate this Lease (if such default is not cured within said sixty (60) day period or in the alteration process of being cured with reasonable due diligence) or to enforce any of the material terms thereof, nor to surrender the property demised thereunder, (e) to give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by the Mortgagor remedy in connection therewith; (f) not to waive, excuse or discharge any of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this Mortgage. (ii) In the event of the nonpayment of any material such rent thereafter payable by Tenant or in case of any other such default by the Mortgagor in the performance of any of its the obligations under the of Tenant hereunder in accordance with this Lease, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iiif) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien of any mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcytermination of this Lease, prior to the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability expiration of the Lease Term, whether by summary proceedings to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession dispossess, service of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election notice to terminate, cancel and/or surrender or otherwise, due to default of Tenant under this Lease, Landlord shall serve upon the holder of such mortgage written notice that the Lease in the event has been terminated together with a statement of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the right, but not the obligation, to proceed in its own name and/or in the name of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, the right to file and prosecute, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the sums which would at that time be due under this Lease under and pursuant to the Bankruptcy Codebut for such termination, and (b) the Mortgagor's right of election all other defaults, if any, under this Lease then known to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee Such holder shall thereupon have the right, but not option to obtain a new or direct lease with Landlord upon all of the obligation, to object to terms and conditions set forth herein provided that such holder has performed all or any part of such offset, counterclaim and/or deduction and, in the event unperformed obligations of such objectionTenant under this Lease. To exercise that option, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither holder must, within 30 days after the Mortgagee's failure service by Landlord of the notice and statement required to object be given under this subsection (f), give notice to any such offset, counterclaim and/or deduction nor any objection or other communication between Landlord of its intention to exercise the Mortgagee option and perform all of the Mortgagor shall constitute an approval unperformed obligations of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein describedTenant under this Lease. (xig) If any action, proceeding, motion and/or Any notice which Landlord shall desire or is required to give to or serve upon the holder of a mortgage on this Lease shall be commenced or filed with respect in writing and shall be served by certified mail, addressed to the Mortgagor or the Real Propertysuch holder at its address as set forth in such mortgage, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name last assignment thereof delivered to Landlord, or at such other address as shall be designated by such holder by notice in writing given to Landlord by certified mail. Any notice which the holder of a mortgage on this Lease shall desire or is required to give to or serve upon Landlord shall be deemed to have been duly given or served if sent by certified mail addressed to Landlord at Landlord’s addresses as set forth in this Lease or at such other addresses as shall be designated by Landlord by notice in writing given to such holder by certified mail. (h) Upon the Mortgagor in connection with any such litigationexecution and delivery of a leasehold mortgage and upon receipt of written request from the holder of a leasehold mortgage, Landlord and the Mortgagor expressly agrees Tenant agree to execute and deliver to the holder of said leasehold mortgage an estoppel certificate pursuant to Section 7.5(a) and Section 7.5(b) confirming said leasehold mortgagee’s rights under this Lease, which estoppel certificate shall be in a form reasonably acceptable to the leasehold mortgagee. (i) Effective upon the commencement of the term of any new or direct lease executed pursuant to paragraph (f) of this Section, all subleases and every powerlicenses, consentif any, authorization of Tenant shall be and other documents required remain subordinate and inferior to the rights of Tenant hereunder and any current or future ground lease, and all moneys received or on deposit with Landlord which Tenant would have been entitled to use but for the termination or expiration of this Lease may be used by the Mortgagee tenant under such new lease for the purposes of and in connection therewith. The Mortgagor accordance with the provisions of such new or direct lease. (j) Landlord and Tenant shall pay to the Mortgagee on demand not enter into any and all costs and expenses (including reasonable attorneys' fees) paid agreement modifying, canceling or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of surrendering this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the Mortgageeleasehold mortgagees, which shall not be unreasonably withheld. (xiik) The Mortgagor hereby irrevocably appoints No holder of a mortgage on this Lease shall have the Mortgagee its agent rights or benefits mentioned in Section 11.17 hereof, nor shall the provisions of said Article be binding upon Landlord, unless and attorney-in-fact (which appointment is coupled with until an interest) to observe executed counterpart of such leasehold mortgage and perform on behalf of each assignment thereof or a copy certified by the holder of the Mortgagor the covenants and agreements contained in this section, and any advances made mortgage or by the Mortgagee in connection with such performance or observance shall recording officer to be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereontrue, shall be a lien upon have been delivered to the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure persons designated to perform or observe from constituting an Event of Defaultreceive notice pursuant to Section 11.5. (xiiil) The Mortgagor In connection with any financing by Tenant, Tenant or its lender shall give have the Mortgagee notice right to assign to any lender, without consent of Landlord, all or any portion of Tenant’s rights and interests under this Lease, including the right to receive payments otherwise due and payable to Tenant from Landlord under this Lease; provided, that any such lender, or any successor to any such lender as owner of Tenant’s interest in this Lease, shall have the right and authority to assign this Lease (in the context of an exercise of its intention remedies under any instrument to exercise each which a security interest is granted in this Lease (which includes a collateral assignment or leasehold mortgage)) to any other third party which is not affiliated with or owned in any way by Tenant or any affiliate of Tenant, provided that such third party expressly assumes the obligations of Tenant under this Lease in a written instrument satisfactory in form and every option substance to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. IfNo such assignment shall relieve Tenant of its duties or obligations, following the occurrence and during the continuance of an Event of Defaultincluding indemnity obligations, the Mortgagor does not intend to extend the term of the under this Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.

Leasehold Mortgage Provisions. (iA) The Mortgagor covenants and agrees as follows: (a) to promptly pay all rentTenant shall have the right, additional rent and other sums or charges required to be paid by the tenant under the Leases; (b) to promptly and faithfully observe, perform and comply with all the terms, covenants and provisions thereof on its part to be observed, performed and complied with, at the times set forth therein; (c) not to do, permit, suffer or refrain from doing anything as a result of which, there could be a default under or breach of any of the terms thereof; (d) not to cancel, or terminate the Lease; nor to suffer or permit such cancellation or terminationLandlord's consent, not to modifybe unreasonably withheld, amend conditioned or delayed, to mortgage the Lease and its interests in any way alter or permit the alteration Lease. The holder of any mortgage of the material terms Lease or of Tenant's interests hereunder and anyone claiming by, through, or under any such holder, shall not acquire any greater rights hereunder than Tenant (except the right to cure or remedy Tenant's defaults as hereinafter provided). (B) No mortgage of the Lease shall be binding upon Landlord in the enforcement of its rights under the Lease, nor shall Landlord be deemed to have any notice thereof, nor unless written notice of the name and address of the holder of the mortgage is delivered to surrender Landlord. (C) If, before any default occurs in the property demised thereunderLease, (e) to the holder of any such mortgage gives Landlord a written notice containing the holder's name and address, Landlord shall give the Mortgagee immediate notice of any default by anyone thereunder and to promptly deliver to the Mortgagee copies holder a copy of each notice of default and all other notices, communications, plans, specifications and other similar instruments received or delivered by Tenant at the Mortgagor same time that Landlord gives such notice to Tenant. Any such notice shall be given in connection therewith; (f) not to waive, excuse or discharge any a manner as set forth in Paragraph 24 of the obligations and agreements of the landlord thereunder, (g) to furnish to the Mortgagee such information and evidence as the Mortgagee may reasonably request concerning the Mortgagor's due observance, performance and compliance with the terms, covenants and provisions thereof; and (h) that any material default of the tenant thereunder shall constitute a default under this MortgageLease. (iiD) In Landlord shall accept performance by the event holder of any material default by the Mortgagor in the performance such mortgage of any of its obligations obligation under the LeaseLease that Tenant is required to perform, including, without limitation, any default in the payment of rent and other charges and impositions made payable by the tenant thereunder, which default shall continue beyond the applicable' grace period, if any, then, in each and every case, the Mortgagee may, at its option and without notice, cause the default or defaults to be remedied and otherwise exercise any and all of the rights of the Mortgagor thereunder in the name of and on behalf of the Mortgagor. The Mortgagor shall, on demand, reimburse the Mortgagee for all advances made and expenses incurred by the Mortgagee in curing any such default (including, without limitation, reasonable attorneys' fees), together with interest thereon computed at the Post-Default Rate from the date that an advance is made or expense is incurred to and including the date the same is paid. Upon receipt by the Mortgagee from the Landlord of any written notice of default on the part of the Mortgagor under the Lease, the Mortgagee may rely thereon and take any action as the Mortgagee shall deem necessary or desirable even though the existence of such default or the nature thereof be questioned or denied by or on behalf of the Mortgagor. (iii) That the fee title and the leasehold estate in the property demised by the Lease shall not merge but shall always be kept separate and distinct, notwithstanding the union of said estates in either the landlord thereunder, the Mortgagor, the Mortgagee or a third party, whether by purchase or otherwise. If the Mortgagor acquires any greater or further estate, title or interest in and to any of the fee of property now or hereafter constituting a part of the Lease, the lien of this Mortgage shall automatically and without the necessity of the execution and/or delivery of any further instruments or documents be spread to cover and be a lien upon such acquired estate; title or interest and same shall thereupon be and become a part of the Premises with the same force and effect as if specifically encumbered herein and as so spread shall be prior to the lien performed by Tenant. The holder of any such mortgage or deed of trust placed on such acquired estate subsequent to the date of this Mortgage. Without limitation or derogation of the foregoing sentence the Mortgagor nevertheless agrees to execute all instruments and documents which the Mortgagee may require to ratify, confirm and further evidence the Mortgagee's lien on the acquired estate, title or interest. Furthermore, the Mortgagor hereby appoints the Mortgagee its true and lawful attorney-in-fact to execute and deliver all such instruments and documents in the name and on behalf of the Mortgagor. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness remains unpaid. (iv) The Mortgagor shall use its best efforts to obtain and deliver to the Mortgagee within twenty (20) days after receipt of written demand by the Mortgagee, an estoppel certificate from the landlord under the Lease setting forth (i) the name of the tenant thereunder, (ii) that the Lease has not been modified or, if it has been modified, the date of each modification (together with copies of each such modification certified as true and correct by the landlord), (iii) the basic rent payable under the Lease, (iv)) the date to which all rental charges have been paid by the tenant under the Lease, and (v) whether there are any alleged defaults of the tenant under the Lease and, if there are, setting forth the nature thereof in reasonable detail. (v) Notwithstanding anything to the contrary contained herein, this Mortgage shall not constitute an assignment of the Lease within the meaning of any provision thereof prohibiting its assignment and the Mortgagee shall have no liability or obligation thereunder by reason of its acceptance of this Mortgage. The Mortgagee shall be liable for the obligations of the tenant arising under the Lease for only that period of time which the Mortgagee is in possession of the Premises or has acquired, by foreclosure or otherwise, and is holding all of the Mortgagor's right, title and interest therein. (vi) In the event the Lease shall be terminated and the Mortgagee shall require from the lessor under the Lease a new lease, the Mortgagor hereby waives any right, title or interest in and to such new lease or the leasehold estate created thereby, waiving all rights of redemption now or hereafter operable under any law. (vii) The Mortgagor expressly agrees that if there shall be filed by or against the lessor under the Lease any petition, action and/or proceeding under the Revised Bankruptcy Act of 1978, ET SEQ., as amended and any successor act thereto (the "Bankruptcy Code"), or any other similar federal and/or state law now or hereafter in effect (collectively hereinafter referred to as the "Landlord's Bankruptcy"), the Mortgagor shall not elect to treat the Lease as terminated, cancelled and/or surrendered pursuant to applicable provisions of the Bankruptcy Code including, but not limited to, Section 365(h)(l), without the Mortgagee's prior written consent. In the event of the Landlord's Bankruptcy, the Mortgagor expressly covenants and agrees, intending that the Mortgagee rely thereon, that it shall reaffirm and ratify the legality, validity, binding effect and enforceability of the Lease to the Mortgagee and the Mortgagor also covenants and agrees that it shall remain in possession of the Premises and the leasehold estate created by the Lease, notwithstanding any rejection thereof by the lessor under the Lease and/or any trustee, custodian, receiver or other similar official. (viii) The lien of this Mortgage attaches to all of the Mortgagor's rights and remedies now and hereafter arising under or pursuant to the Bankruptcy Code, including, but not limited to, the Mortgagor's right to elect to remain in possession of the Premises and the leasehold estate created by the Lease in the event of the Landlord's Bankruptcy pursuant to Section 365(h)(l). Any such election to terminate, cancel and/or surrender the Lease in the event of the Landlord's Bankruptcy without the Mortgagee's prior written consent shall be null and void. (ix) The Mortgagor hereby unconditionally assigns, transfers, and sets over to the Mortgagee (a) all of the Mortgagor's claims and rights to damages, and any other remedies in connection therewith arising from any rejection of the Lease by the lessor thereunder pursuant to the Bankruptcy Code in the event of the Landlord's Bankruptcy, and/or by any trustee, custodian, receiver or other similar official. The Mortgagee shall have the rightsame time, but not within which to remedy or cause to be remedied the obligationdefaults complained of, as is allowed to proceed in its own name and/or in Tenant. Any leasehold mortgagee or designee that succeeds to the name interest of the Mortgagor in respect of any claim, suit, action and/or proceeding relating to such rejection of the Lease, including, but not limited to, Tenant shall have the right to file further assign and prosecutesublet, to the exclusion of the Mortgagor, any and all proofs of claims, complaints, notices and other documents in any case in respect of the lessor of the Lease under and pursuant to the Bankruptcy Code, and (b) the Mortgagor's right of election to remain in possession of the Premises in the event of the Landlord's Bankruptcy under and pursuant to Section 365(h)(l) of the Bankruptcy Code. This assignment constitutes a present, absolute, irrevocable and unconditional assignment of the foregoing claims, elections, rights and remedies, and shall continue in full force and effect until the Indebtedness have been paid in full and this Mortgage has been satisfied and discharged. Any amounts received by the Mortgagee as damages arising out of the rejection of the Lease by the Landlord shall be applied in the manner set forth in SECTION 3.2 of this Mortgage. (x) If, pursuant to any applicable section of the Bankruptcy Code, the Mortgagor seeks to offset, counterclaim, deduct, and/or assert a defense against the rent, additional rent or other sums due under the Lease, the amount of any damages caused by the non-observance and/or non-performance of the lessor under the Lease, the Mortgagor shall, prior to such offset, counterclaim, defense and/or deduction notify the Mortgagee of its intent to do so, setting forth with specificity the amounts proposed to be offset, counterclaimed, deducted, and/or defended against and for what purposes. The Mortgagee shall thereupon have the right, but not the obligation, to object to all or any part of such offset, counterclaim and/or deduction and, in the event of such objection, the Mortgagor shall not effect any such offset counterclaim and/or deduction. Neither the Mortgagee's failure to object to any such offset, counterclaim and/or deduction nor any objection or other communication between the Mortgagee and the Mortgagor shall constitute an approval of any such offset, counterclaim, deduction and/or defense by the Mortgagee. The Mortgagor expressly agrees to pay, protect, indemnify and save harmless the Mortgagee from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, judgments, costs and expenses of every kind and nature (including reasonable attorneys' fees) arising from or relating to any offset, counterclaim, deduction and/or assertion of a defense by the Mortgagor as herein described. (xi) If any action, proceeding, motion and/or notice shall be commenced or filed with respect to the Mortgagor or the Real Property, or any part thereof, in connection with the Bankruptcy Code, the Mortgagee shall have the right, but not the obligation, to the exclusion of the Mortgagor, exercisable upon five (5) days prior written notice, to conduct and control any litigation with counsel of the Mortgagee's choice. The Mortgagee may proceed in its own name or in the name of the Mortgagor in connection with any such litigation, and the Mortgagor expressly agrees to execute and deliver all and every power, consent, authorization and other documents required by the Mortgagee in connection therewith. The Mortgagor shall pay to the Mortgagee on demand any and all costs and expenses (including reasonable attorneys' fees) paid or incurred and payable by the Mortgagee in connection with such litigation shall be secured by the lien of this Mortgage. The Mortgagor also agrees not to commence any action, suit, proceeding and/or case or file any application or make any motion in respect of the Lease in the event of the Landlord's Bankruptcy without the prior written consent of the MortgageeLandlord not to be unreasonably withheld, conditioned or delayed. (xii) The Mortgagor hereby irrevocably appoints the Mortgagee its agent and attorney-in-fact (which appointment is coupled with an interest) to observe and perform on behalf of the Mortgagor the covenants and agreements contained in this section, and any advances made by the Mortgagee in connection with such performance or observance shall be repaid by the Mortgagor within ten (10) days of demand with interest at the Post-Default Rate and the amount so advanced, and interest thereon, shall be a lien upon the Premises and shall be secured by this Mortgage. Such performance or observance by the Mortgagee shall not prevent the Mortgagor's failure to perform or observe from constituting an Event of Default. (xiii) The Mortgagor shall give the Mortgagee notice of its intention to exercise each and every option to extend the term of the Lease at least twenty (20) but not more than sixty (60) days prior to the expiration of the time to exercise such option under the terms of the Lease. If the Mortgagor intends to extend the term of the Lease, it shall deliver to the Mortgagee, together with the notice of such decision, a copy of the notice of extension delivered to the Landlord. If, following the occurrence and during the continuance of an Event of Default, the Mortgagor does not intend to extend the term of the Lease, the Mortgagee may, at its option, in connection with a foreclosure or other enforcement of this Mortgage, exercise the option to extend in the name and on behalf of the Mortgagor. In any event, following the occurrence and during the continuance of an Event of Default, the Mortgagor hereby appoints the Mortgagee as its attorney-in-fact to execute and deliver, for and in the name of the Mortgagor, all instruments and agreements necessary under the Lease or otherwise to cause any extension of the term of the Lease. This power, being coupled with an interest, shall be irrevocable as long as the indebtedness secured hereby remains unpaid.